1. Joseph V. Rizzi Amsterdam Institute of Finance May, 2008 Copyright © Joe Rizzi, 2008

2. 1.Overview 2.Perspective 3.Creating the structure 4.Covenants Amsterdam Institute of Finance May, 2008 2

3. Overview 3

4. Strategic Issues Do I make the acquisition? Valuation How much do I pay? Financing How do I pay? Integration Implementation of acquisition Tactics How do I make the offer? Amsterdam Institute of Finance May, 2008 4

5. Accounting Tax Corporate Law Securities Regulatory and Antitrust Contract Business Plan Transaction Characteristics Financial Preferences Market Conditions Deal Competing Bidders Creditors Rights Amsterdam Institute of Finance May, 2008 5

6. Financial Preferences: Dilution Control Risk Tolerance Flexibility Exit Needs Market Conditions: Depth Pricing Requirements Structural Needs Cycle Liquidity Business Considerations: Strategic Plans Growth Plans Management Business Risk (Cash Flow Volatility) Financial Characteristics: Sources and Uses Operating Cash Flows Leverage Liquidity Seasonality Timing Deal Maturity Amortization Seniority Security Covenants Prepayment Cost Liquidity Size What do you want? How to get what you need! What can you get? Amsterdam Institute of Finance May, 2008 6

7. Bull Market Menu Bear Market Menu As the credit curve shifts, the menu that is available to Issuers / Arrangers changes Holding Company PIK Tranche Term Loans Covenant Light High Yield Debt Bridge Loans Second Lien Hybrid Preferred Cross Lien Facilities Asset Carve-outs OPCO/PROPCO Recapitalizations Stretch Senior Seller Notes Senior Notes Private Placements Equity R/C Lite Mezzanine Smaller Issuer Friendly Investor Friendly Amsterdam Institute of Finance May, 2008 7

8. Left Hand Side Financing Right Hand Side Financing Based on the cash flow of a specific asset pool. Some examples include: Asset Based Lending Factoring Leasing Project Finance Securitization Based on the cash flow of the entire company. Some examples include: Bank Debt Public Bonds Mezzanine Preferred Stock Common Stock Amsterdam Institute of Finance May, 2008 8

9. Perspective 9

10.  Capital Market Specific Factors  Credit Specific Factors  Customer Objectives  Valuation Amsterdam Institute of Finance May, 2008 10

11.  Acceptable leverage levels ◦ Interest Rate ◦ Amortization  Acceptable tenor of senior debt  Asset coverage  Size of issue Amsterdam Institute of Finance May, 2008 11

12.  Public Debt vs. Private Debt ◦ Relative Value Analysis  Domestic vs. International Issuance  Fixed vs. Floating Rate Debt  Long vs. Short Term  Loans vs. Bonds Amsterdam Institute of Finance May, 2008 12

13.  Amount of available cash flow  Reliability of cash flow  Credibility of projections Amsterdam Institute of Finance May, 2008 13

14. IssueImpact Disclosure Public issues require disclosure of sensitive information RatingsRatings impact of financing over existing debt TimingUrgency favors private relationship sources (e.g. Banks) CovenantsImpact operating flexibility SeniorityImpacts intercreditor issues SecurityConsider impact on other creditors (incl. suppliers) CurrencyMatch with assets MaturityLong-term versus short-term mix Amsterdam Institute of Finance May, 2008 14

15. IssueImpact AmortizationAffects duration of debt CallabilityFlexibility ObligorRaises intercreditor issues AccountingOn- or Off-balance sheet Tax ImplicationsInstrument and location of interest tax shield DiversificationInvestor appetite Fixed / FloatingInterest Rate Risk (IRR) LiquidityDefault Risk Amsterdam Institute of Finance May, 2008 15

16. Financial Flexibility Target Credit Rating Determine Capital Structure HedgeNo Action Bank Funding Acquisition Bridge Takedown Credit Rating Fixed Income Asset Carveout Securitization \ Prop Co Bank Financing Equity / Near Equity Refinance Bridge Fixed- Rate Floating- Rate Advisory / OriginationUnderwriting Product Execution Amsterdam Institute of Finance May, 2008 16

17. Creating the Structure Amsterdam Institute of Finance May, 2008 17

18.  Rule of Thumb Measures ◦ Balance Sheet Model ◦ Cash Flow Model  Detailed Model ◦ Matching markets to the need ◦ Reverse inquiry ◦ Projections (amortization capability) Amsterdam Institute of Finance May, 2008 18

19. Deal Financial Arithmetic Amsterdam Institute of Finance May, 2008 19

20. 20 Netherlands LBO Volume by Industry Source: April 2008 EuroStats; www.lcdcomps.com

21.  Purchase Price ◦ Minimum/Maximum ◦ Recapitalization Dividend  Debt Refinancing ◦ Callability ◦ Premiums ◦ Tax Issues  Expenses  Other Uses Amsterdam Institute of Finance May, 2008 21

22.  Revolver oTied to advance against current assets oCrossing liens  Term Loan A oMacro: Ratio of 3-4x EBITDA oMicro: Amortization analysis tied to cash flow in years 1-7  Term Loan B oSenior debt ratio less Term Loan A amortization Second Lien oMacro: 0.5-1x EBITDA oLimited amortization oLonger term oCan also be covenant lite Senior/Subordinated Unsecured  Other Debt oTotal Debt/EBITDA less Senior Debt/EBITDA  Equity oFunding need less Total Debt/EBITDA Senior Secured First Lien Amsterdam Institute of Finance May, 2008 22

23.  Current Asset approach ◦ Use standard advance rates  Accounts Receivable 80%  Inventory 60%  PP&E 40% ◦ Consider the following factors  Seasonal Needs  Future Working Capital Growth  Unexpected Liquidity Needs Amsterdam Institute of Finance May, 2008 23

24.  Term Loans = Maximum Senior Debt - Revolver  Focus is on Free Operating Cash Flow  Market conditions also dictate the maximum tenor of the loan and the amount required to be amortized in the first five years  Acceptable asset coverage is also a consideration in determining the size of the term loans Amsterdam Institute of Finance May, 2008 24

25.  Typical bank financings as structured as follows: Revolving Credit Term Loan A (amortising) Term Loans B & C (bullet/balloon) Large unfunded revolvers are seldom used today due to the fact that it is capital unfriendly to banks and companies don’t like to pay for unused commitments. In the interest of keeping flexibility for the long term, additional indebtedness baskets should be negotiated upfront. This allows companies to access either the bank or bond markets under their existing credit agreements and saves the costs of having to refinance. Amsterdam Institute of Finance May, 2008 25

26.  Long Term Debt = Max Total Debt - Max Senior Secured Debt ◦ Senior unsecured ◦ Sub Debt  Equity: ◦ Equity = Total Uses - Max Total Debt ◦ Common ◦ Hybrids Amsterdam Institute of Finance May, 2008 26

27. Senior lenders are concerned with the implications of having high yield investors at the table during a restructuring. EURO High Yield investors to date have not been as vocal as senior bank lenders, viewing the issue as one of pricing rather than principle. All other things being equal, sophisticated investors will probably price structural subordination at 60-120 bps. Amsterdam Institute of Finance May, 2008 27

28. Holding Company Intermediate Holding Company Operating Company Operating Company 100% Equity Interest Issues High Yield Bonds Subordination Agreement Senior Secured Loan Amsterdam Institute of Finance May, 2008 28

29. Holding Company Intermediate Holding Company Operating Company Operating Company 100% Equity Interest Issues High Yield Bonds Support Package Senior Secured Loan Amsterdam Institute of Finance May, 2008 29

30.  Retranche  Increase Pricing  Lower Leverage ◦ Lower Purchase Price ◦ Seller Paper ◦ Increase Equity  Senior Notes to cover Amortizing Loans  Term Loan Carve-Out  Asset Sales  Second Lien  Debt covenants Amsterdam Institute of Finance May, 2008 30

31. Covenants Amsterdam Institute of Finance May, 2008 31

32.  PURPOSE: maintain the original deal  WHY ◦ Agency problem due to asymmetric information ◦ Adverse Selection ◦ Moral Hazard  FOCUS ◦ Asset Substitution ◦ Cash Control ◦ Payment and asset priority Amsterdam Institute of Finance May, 2008 32

33.  Categories ◦ Affirmative  The maintenance, preservation and insurance of corporate assets and the compliance of environmental, ERISA and other laws by the company ◦ Negative  Limit or prohibit the company from undertaking certain actions which would lower the overall credit quality or damage a potential secondary repayment source ◦ Financial  Provide an early warning for deteriorating operating performance  Approach ◦ Maintenance (Preserving the credit) ◦ Incurrence (Maintaining relative priority of claim) Amsterdam Institute of Finance May, 2008 33

34.  There are no standard covenants.  They must be tailor fit for each deal and loan structure.  The steps in structuring the covenants are:  Identify the risks (Business, Financial & Structural)  Select Covenants to monitor the risks - Need to prioritize the risks to monitor because it will be impossible to monitor every risk - The time and costs to monitor the covenants must be considered (i.e. sometimes one covenant can cover multiple risks)  Set Appropriate Levels - Want the covenants to trigger a warning before any principal or interest payments become delinquent. Need to factor in any seasonal needs to the covenant levels. Amsterdam Institute of Finance May, 2008 34

35. Amsterdam Institute of Finance May, 2008 35 Copyright © 2008 Standard & Poor's, a division of The McGraw-Hill Companies, Inc. www.lcdcomps.com

36. Amsterdam Institute of Finance May, 2008 36 Copyright © 2008 Standard & Poor's, a division of The McGraw-Hill Companies, Inc. www.lcdcomps.com

37. Amsterdam Institute of Finance May, 2008 Copyright © 2008 Standard & Poor's, a division of The McGraw-Hill Companies, Inc. www.lcdcomps.com 37

38. Amsterdam Institute of Finance May, 2008 Percent of First-lien leveraged loans with one maintenance finance covenant Excludes covenant-lite deals 38

39. Average Debt/EBITDA Covenant Level and Projected Ratio for LBOs 1999 – 1Q08 Amsterdam Institute of Finance May, 2008 39

40.  Covenants are negotiated between the lender and borrower.  Covenant levels will affect the loan pricing (ie pricing will increase for a “loose” covenant package).  Other covenant issues include releases, voting rights and baskets. Copyright © 2008 Standard & Poor's, a division of The McGraw-Hill Companies, Inc. www.lcdcomps.com Amsterdam Institute of Finance May, 2008 40

41. Translating Capital Structure and Debt Capacity into a Detailed Financing Structure. Conclusion Amsterdam Institute of Finance May, 2008 41

42. Amsterdam Institute of Finance May, 2008 42

43. Potential deal for a company in auction. Private automotive parts company based in Europe. Our client, financial sponsor (RCC) looking to bid on the transaction. May use this transaction as a platform. Valuation range is 6x-8x EBITDA (or 63mm-84mm). A number of bidders. The sponsor has a successful buyout fund (returns exceed 25% p.a.) Avoidable private company expenses net of other adjustments are a maximum of 1 mm per annum. Contracts/Relationships with OEMs should preserve sales and markets provide future achievable 5% growth. Could be as high as 10%.  Currently sales/assets mostly within Europe, in major economies.  Opportunities for growth through acquisition. Amsterdam Institute of Finance May, 2008 43

44. Results2003200420052006 Sales850.0930.0907.0939.0 EBITDA 87.0 93.0 91.0105.0 EBITDA Margins 10.24% 10.00% 10.10% 11.10% Capex 30.0 Working Capital 16.20% 13.20% 12.30% 12.80% Amsterdam Institute of Finance May, 2008 44

45. Current Balance Sheet: Cash9.0 Receivables70.0 Inventory65.0 Other Current Assets23.0 167.0 Net PPE201.0 Goodwill34.0 Other Long Term13.0 415.0 Current Liabilities47.0 Bank Debt92.0 Other LT Liabilities8.0 147.0 Equity268.0 415.0 Amsterdam Institute of Finance May, 2008 45

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47. Potential ValueEBITDA (105) x 7=735.0 Max DebtTotal 4.2x=441.0 Senior Drawn 3.0x=315.0 Implied Junior Debt/Mezz=126.0(good size !) Required Equity(735.0 – 441)=294.0(Large, tranching ?, returns ? ) CF AnalysisEBITDA=105 Working Capital (13%)=0(no growth, but need liquidity) Capex (half discretionary)=(15) Interest=(35) Tax (105 – 15 – 35) * 35%=(16) FOCF/ Amortization ability=39 6 year amort = 234, 7 year amort = 273, 8 year amort = 312 Max senior = 315 drawn (plus allow liquidity in a R/C) Amsterdam Institute of Finance May, 2008 47

48. Liquidity sizingReceivables 70mm x 80%=56 Inventory 65mm x 50%=33 R/C sizing99(say 100) Liquidity availability 50% actual working capital = 50% x 13% x 939 = 61 StructureR/C (100 / min 61 undrawn)39.0 Term Loans Total 315 – 39 = 276 A 5 years x 25125.0 Tenor 276/39 = 7.1 yrs B 6 years (3x 5 + 55.0)70.0 Heavy back end needed C 7 years (3x 6 + 63.0)81.0 Total Senior secured315.0(facilities 376)(3.6x/4.8x) Subordinated/Mezzanine126.0 Total Debt441.0 Total Equity / Preferred etc.294.0 (Rollover ?) Capital Structure / Value735.0 Amsterdam Institute of Finance May, 2008 48

49. Assumptions :8 % growth Margins gradually improve to 14% Allow 1 mln addbacks Capex 3.0% / Working Capital 12.8% / Tax 35% Results :Senior Debt pays off in 5 years (Term loans quicker) Net cash position by year 8-9 Equity returns strong (until cash builds) based on 7x exit Room for acquisitions / growth / recapitalization Amsterdam Institute of Finance May, 2008 49

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51. Assumptions :0% growth Margins flat (slight decline) to 11% Do not allow 1 mln addbacks Capex 3.0% / Working Capital 13% / Tax 35% Results :Senior Debt pays off slowly but still within 7-8 years Term loan amortization still met Equity returns weak Limited room for acquisitions / growth / recapitalization Amsterdam Institute of Finance May, 2008 51

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53. Assumptons :0% growth AND LBO/other causes lead to significant lost sales in yr 1 (loss of >10% of sales in year one follow by >5% in year 2 because of inability to respond) Margins decline to 9% and then 8.5% Do not allow 1 mln addbacks Capex 4% (committed on lower sales / respond to issues) Working Capital 13% / Tax 35% Results :Senior Debt (increases / no liquidity by yr 2-3) Never in net cash position Equity returns gone - Need for new equity ! No flexibility Amsterdam Institute of Finance May, 2008 53

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55.  Year 2007 - Probably waive with revised management plans  Year 2008 - Probably amend and tighten up : ◦ Refinance ? ◦ Reporting ? ◦ Asset Sales ? ◦ Inter-creditor ?  Year 2009 ◦ No improvement ◦ No liquidity  WHAT NOW ? Enterprise Value=7x6x Debt=446383 ??????? Amsterdam Institute of Finance May, 2008 55

56. 56 This information has been prepared solely for informational purposes and is not intended to provide or should not be relied upon for accounting, legal, tax, or investment advice. The factual statements herein have been taken from sources believed to be reliable, but such statements are made without any representation as to accuracy or completeness. Opinions expressed are current opinions as of the date appearing in this material only. These materials are subject to change, completion, or amendment from time to time without notice and CapGen Financial is not under any obligation to keep you advise of such changes. All views expressed in this presentation are those of the presenter, and not necessarily those of CapGen Financial.